Common use of Assumption of Defense, etc Clause in Contracts

Assumption of Defense, etc. The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim that is the subject of written notice given by the Indemnified Party pursuant to Section 10.4.1. In addition, the Indemnifying Party shall have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within [**] days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily money damages and does not seek material injunctive or other equitable relief against the indemnified Party, (d) the Indemnified Party has not been advised by counsel in good faith that an actual conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (e) the Third Party Claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement Action or any patent, trademark or other intellectual property dispute, and (f) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall Party, at its sole cost and expense, is to be entitled to participate in control the defense of any Third Party Claim that and is the subject of written notice given by the Indemnified Party pursuant to Section 10.4.1. In addition, the Indemnifying Party shall have the right to defend the Indemnified Party against the Third Party Claim with by appointing reputable counsel of its choice reasonably satisfactory acceptable to the Indemnified Party so long as if (ai) the Indemnifying Party gives written notice to the Indemnified Party within [**] fifteen (15) days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall indemnify elects to control the Indemnified Party from defense of and against the entirety of any and all Losses the Indemnified Party may suffer resulting from arising out of, relating to, in the nature of, or caused by the defend such Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (cii) the Third Party Claim involves primarily money only claims for monetary damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, (diii) the Indemnified Party has reasonably concludes, based upon advice of counsel that a conflict does not been advised by counsel in good faith that an actual conflict exists exist between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (eiv) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action Action, (v) settlement of, an adverse judgment with respect to or any patentthe Indemnifying Party’s conduct of the defense of the Third Party Claim is not, trademark in the good faith judgment of the Indemnified Party, likely to be adverse to the Indemnified Party’s reputation or continuing business interests (including the Indemnified Party’s relationships with current or potential patients, Payors, customers, suppliers or other intellectual property disputeparties material to the conduct of the business of the Indemnified Party), and (fvi) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligentlydiligently and in good faith. The Indemnified Party may is permitted to retain separate co co-counsel at its the sole cost and expense of the Indemnified Party and participate in the defense of the Third Party Claim; provided, however, that . The Indemnified Party shall give the Indemnifying Party shall pay reasonable access, subject to customary confidentiality and non-reliance agreements, to the books and records of the Indemnified Party with respect to the facts of, and to the extent necessary to defend, such Third Party Claim or act, omission or occurrence giving rise to such Third Party Claim. For the avoidance of doubt, the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to the Indemnifying Party’s assumption of control of the defense of the such Third Party ClaimClaim constitute Losses indemnifiable pursuant to, and subject to the limitations of, this Article VII.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written notice given by the Indemnified Party pursuant to Section 10.4.1. In addition, the Indemnifying Party shall and will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within [**] fifteen days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall it will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, (dc) the Indemnified Party has not been advised by counsel in good faith that an actual a conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (ed) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action action, (e) settlement of, an adverse judgment with respect to or any patentthe Indemnifying Party’s conduct of the defense of the Third Party Claim is not, trademark in the good faith judgment of the Indemnified Party, likely to be adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business) and (f) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written notice given by the Indemnified Party pursuant to Section 10.4.1. In addition, the Indemnifying Party shall and will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within [**] fifteen (15) days after the Indemnified Party has given receipt of written notice of the Third Party Claim claim pursuant to Section 10.4.1 that the Indemnifying Party shall it will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, (dc) the Indemnified Party has not been advised by counsel in good faith that an actual a conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (ed) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action action, (e) settlement of an adverse judgment with respect to, or any patentthe Indemnifying Party’s conduct of, trademark the defense of the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to be adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business) and (f) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to if the Indemnifying Party’s assumption of Party does not assume control of the defense of the Third Party ClaimClaim within the 15-day period described above in this Section 10.4.1.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim (including a claim for Taxes) that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.114.4.1. In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within [***] calendar days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2, Claim; (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, ; (dc) the Indemnified Party has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, ; (ed) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action Action; (e) settlement of an adverse judgment with respect to or any patentthe Indemnifying Party’s conduct of the defense of the Third Party Claim is not, trademark in the good faith judgment of the Indemnified Party, reasonably likely to be materially adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business); and (f) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to the Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the or on behalf of any Indemnified Party Person pursuant to Section 10.4.1Clause 4.4(a). In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party Person against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party Person so long as (ai) the Indemnifying Party gives written notice that they or it will defend the Third Party Claim to the Indemnified Party Person within [**] thirty (30) days after the Indemnified Party Person has given written notice of the Third Party Claim under Clause 4.4(a) stating that the Indemnifying Party shall indemnify will, and thereby covenants to, indemnify, defend and hold harmless the Indemnified Party Person from and against the entirety of any and all Losses the Indemnified Party Person may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (bii) the Indemnifying Party provides the Indemnified Party Person with evidence reasonably acceptable to the Indemnified Party Person that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (ciii) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified PartyIndemnified Person, (div) the Indemnified Party Person has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party Person and the Indemnifying Party in connection with the defense of the Third Party Claim, (ev) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action action, (vi) settlement of, an adverse judgment with respect to, or any patentconduct of the defense of the Third Party Claim by the Indemnifying Party is not, trademark in the good faith judgment of the Indemnified Person, likely to be adverse to the Indemnified Person’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business) and (fvii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party Person may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party Person that are incurred prior to the Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim (including a claim for Taxes) that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.114.4.1. In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within [**] fifteen (15) calendar days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2, Claim; (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, ; (dc) the Indemnified Party has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, ; (ed) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action Action; (e) settlement of an adverse judgment with respect to or any patentthe Indemnifying Party’s conduct of the defense of the Third Party Claim is not, trademark in the good faith judgment of the Indemnified Party, reasonably likely to be materially adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business); and (f) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.1. In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within [**] fifteen days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim and which are subject to which the Indemnified Party is entitled indemnification pursuant to be indemnified under Section 10.1 or 10.2, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily money damages and does not seek material injunctive or other equitable relief against the indemnified Indemnified Party, (dc) the Indemnified Party has not been advised by counsel in good faith that an actual conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (ed) the Third Party Claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement Action or any patent, trademark or other intellectual property disputeAction, and (fe) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently, including making timely payment of all of its litigation costs and expenses incurred in the conduct of such defense. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the reasonable fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in assume the entire control of the defense of any Third Party Claim that is the subject of written a notice given by the or on behalf of any Indemnified Party Person pursuant to Section 10.4.1. In addition9.4(a), the Indemnifying Party shall have the right to defend the Indemnified Party against the Third Party Claim with including, at its own expense, employment of counsel of its choice reasonably satisfactory to the Indemnified Person, and in connection therewith, the Indemnified Person shall cooperate fully with the reasonable requests of the Indemnifying Party so long as and make available to the Indemnifying Party all pertinent information and personnel under its control reasonably requested by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume or continue to control the defense of any Third Party Claim in any of the following circumstances: (ai) the Indemnifying Party gives Party(ies) does not give written notice that they or it will defend the Third Party Claim to the Indemnified Party Person within [**] thirty (30) days after the Indemnified Party Person has given written notice of the Third Party Claim under Section 9.4(a); (ii) the Indemnifying Party does not give written notice, within ninety (90) days after the Indemnified Person has given notice of the Third Party Claim under Section 9.4(a), stating that the Indemnifying Party shall indemnify will, and thereby covenants to, indemnify, defend and hold harmless the Indemnified Party Person from and against the entirety of any and all Losses the Indemnified Party Person may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim (subject to which the Indemnified Party is entitled any applicable threshold amount, deductible amount and cap on liability referred to be indemnified under in Section 10.1 9.1 or 10.2, Section 9.2); (biii) the Indemnifying Party provides does not provide the Indemnified Party Person with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its potential indemnification obligations hereunder, ; (civ) the Third Party Claim involves primarily money damages and does not seek material injunctive non-monetary claims for relief or seeks an injunction or other equitable relief against the indemnified Party, Indemnified Person; (dv) the Indemnified Party Person has not been advised by counsel in good faith that an a material actual or potential conflict exists between the Indemnified Party Person and the Indemnifying Party in connection with the defense of the Third Party Claim, ; (evi) the Third Party Claim does not relate relates to or otherwise arise arises in connection with any criminal or regulatory enforcement Action, other than a regulatory Action or that by its terms is limited solely to the pursuit of monetary relief and could not result in any patentdisbarment, trademark loss of qualification, change in business operations or other intellectual property dispute, and non-monetary impact on the business of the Buyer or the Company; or (fvii) the Indemnifying Party conducts does not conduct the defense of the Third Party Claim actively and diligently. The Indemnified Party Person may retain separate co co-counsel at its sole cost and expense and participate reasonably (but not control) in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the or on behalf of any Indemnified Party Person pursuant to Section 10.4.17.04(a). In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party Person against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party Person so long as (ai) the Indemnifying Party gives written notice to the Indemnified Party within [**] days Person after the Indemnified Party Person has given written notice of the Third Party Claim under Section 7.04(a) stating that the Indemnifying Party shall indemnify will, and thereby covenants to, indemnify, defend and hold harmless the Indemnified Party Person from and against the entirety of any and all Losses (subject to the limitations set forth in Section 7.01(c), Section 7.01(d), Section 7.02(b), Section 7.02(c), Section 7.03, Section 7.08, Section 7.09 and Section 7.14) the Indemnified Party Person may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (bii) the Indemnifying Party provides the Indemnified Party with Person, at the Indemnified Person’s request, evidence reasonably acceptable to the Indemnified Party Person that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (ciii) the Third Party Claim involves primarily money damages and does not seek material injunctive or other equitable relief as its principal remedy an injunction against the indemnified PartyIndemnified Person, (div) the Indemnified Party Person has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party Person and the Indemnifying Party in connection with the defense of the Third Party Claim, (ev) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action or any patentAction, trademark or other intellectual property dispute, and (fvi) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligentlydiligently and (vii) the reasonable potential Losses associated with such Third Party Claim, would not, individually or in the aggregate with all other Losses for which the Principals or the Sellers (or KCAP or the Buyer, as the case may be) shall have become liable for indemnity under this Agreement, reasonably be expected to exceed, by any material amount, $10 million (to the extent such Losses are subject to such limit, and, if such limit does not apply, the reasonable potential Losses associated with such Third Party Claim, would not, individually or in the aggregate with all other Losses, for which the Principals or the Sellers (or KCAP or the Buyer, as the case may be) shall have become liable for indemnity under this Agreement, reasonably be expected to exceed by any material amount, the Overall Indemnity Cap) (or such greater amount as the Indemnifying Party may agree to increase such limit in respect of such claim), as reasonably determined by the Buyer (if the Indemnified Person is a Buyer Indemnified Person) or the Sellers (if the Indemnified Person is a Seller Indemnified Person). The Indemnified Party Person may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party Person that are incurred prior to the Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense (although not to appear as though counsel of record) of any Third Party Claim that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.110.2.4. In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (ai) the Indemnifying Party gives written notice to the Indemnified Party within [**] fifteen days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (ciii) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, (div) the Indemnified Party has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (ev) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action Action, (vi) settlement of, an adverse judgment with respect to or any patentthe Indemnifying Party’s conduct of the defense of the Third Party Claim is not, trademark in the good faith judgment of the Indemnified Party, likely to be adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business) and (fvii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate (although not to appear as though counsel of record) in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim (including a claim for Taxes) that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.13.12(a). In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (ai) the Indemnifying Party gives written notice to the Indemnified Party within [**] fifteen (15) calendar days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2, Claim; (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (cii) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, ; (diii) the Indemnified Party has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, ; (eiv) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action Action; (v) settlement of an adverse judgment with respect to or any patentthe Indemnifying Party’s conduct of the defense of the Third Party Claim is not, trademark in the good faith judgment of the Indemnified Party, reasonably likely to be materially adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business); and (fvi) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim (including a claim for Taxes) that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.116(a). In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (ai) the Indemnifying Party gives written notice to the Indemnified Party within [**] fifteen (15) calendar days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2, Claim; (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (cii) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, ; (diii) the Indemnified Party has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, ; (eiv) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action Action; (v) settlement of an adverse judgment with respect to or any patentthe Indemnifying Party’s conduct of the defense of the Third Party Claim is not, trademark in the good faith judgment of the Indemnified Party, reasonably likely to be materially adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business); and (fvi) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall Person, at its sole cost and expense, will be entitled to participate in the defense of any Third Party Claim that is the subject of written notice given by the Indemnified Party pursuant to Section 10.4.1. In addition, the Indemnifying Party shall and will have the right to defend the Indemnified Party Person against the Third Party Claim with by appointing reputable counsel of its choice reasonably satisfactory acceptable to the Indemnified Party Person and so long as (a) the Indemnifying Party Person gives written notice to the Indemnified Party Person within [**] fifteen (15) days after the Indemnified Party has given written of receiving notice of the Third Party Claim that it will defend the Indemnifying Indemnified Person against such Third Party shall Claim and irrevocably agrees in writing that it will indemnify the Indemnified Party from and Person against the entirety of any and all Losses the Indemnified Party may suffer resulting from arising out of, relating toor resulting from, in the nature of, or caused by the such Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily money only claims for monetary damages and does not seek material injunctive an injunction or other equitable relief against the indemnified PartyIndemnified Person, (dc) the Indemnified Party Person has not been advised by counsel in good faith that an actual a conflict exists between the Indemnified Party Person and the Indemnifying Party Person in connection with the defense of the Third Party Claim, (ed) the Third Party Claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement Action Action, (e) the Third Party Claim does not relate to or any patentarise in connection with a Tax claim to which the Buyer is a party, trademark or other intellectual property dispute, and (f) settlement of, an adverse judgment with respect to, or the Indemnifying Person’s conduct of the defense of the Third Party Claim is not, in the good faith judgment of the Indemnified Person, likely to be adverse to the Indemnified Person’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other commercial relationships material to the conduct of its business) and (g) the Indemnifying Person conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party Person may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall Person will pay the fees and expenses of separate co-counsel retained by the Indemnified Party Person that are incurred prior to to, and during the course of, the Indemnifying PartyPerson’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.18.4.1. In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within [**] 15 calendar days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, (d) the Indemnified Party has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (e) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action or any patentAction, trademark or other intellectual property dispute, and (f) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.16.4.1. In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party against the Third Party Claim at its own expense with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within [**] fifteen calendar days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, of or relating to, in the nature of, or caused by to the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, (d) the Indemnified Party has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (e) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action Action, (f) settlement of, an adverse judgment with respect to or any patentthe Indemnifying Party’s conduct of the defense of the Third Party Claim is not, trademark in the good faith judgment of the Indemnified Party, likely to be adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, members, suppliers or other intellectual property dispute, parties material to the conduct of its business) and (fg) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim. The Sellers and the Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of Section 5.3) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, EXHIBIT 2.1 management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.18.4(a). In addition, the Indemnifying Party shall will have the right to defend assume the Indemnified Party against the defense of such Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (ai) the Indemnifying Party gives written notice to the Indemnified Party within [**] fifteen (15) calendar days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer suffer, subject to the limitations contained in Section 8.1(b) or Section 8.2(b), resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2, Claim; (bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, ; (ciii) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, ; (div) the Indemnified Party has not provided the Indemnifying Party with notice that the Indemnified Party has been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, ; (ev) the Third Party Claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement Action action, suit or any patent, trademark or other intellectual property dispute, proceeding; and (fvi) the Indemnified Party provided the Indemnifying Party conducts with written notice that the settlement of, an adverse judgment with respect to or the Indemnifying Party’s conduct of the defense of the Third Party Claim actively and diligentlyis not, in the good faith judgment of the Indemnified Party, likely to be adverse to the Indemnified Party’s reputation or continuing business interests. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall Person will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party Person pursuant to Section 10.4.19.5.1. In addition, the Indemnifying Party shall Person will have the right to defend assume the defense of the Indemnified Party Person against the Third Party Claim with counsel of its choice with counsel reasonably satisfactory (taking into account the jurisdiction in which the claim is brought, the materiality of the claim and the experience levels and other qualifications of counsel available to defend such claim) to the Indemnified Party Person so long as (a) the Indemnifying Party Person gives written notice to the Indemnified Party Person within [**] ten (10) days after the Indemnified Party Person has given written notice of the Third Party Claim that the Indemnifying Party shall Person will indemnify the Indemnified Party Person from and against the entirety of any and all Losses the Indemnified Party Person may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (b) the Indemnifying Party Person provides the Indemnified Party Person with evidence reasonably acceptable to the Indemnified Party Person that the Indemnifying Party shall Person will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified PartyIndemnified Person, (d) the Indemnified Party Person has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party Person and the Indemnifying Party Person in connection with the defense of the Third Party Claim, (e) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action or any patent, trademark or other intellectual property dispute, and (f) the Indemnifying Party Person conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party Person may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall Person will pay the fees and expenses of separate co-counsel retained by the Indemnified Party Person that are incurred prior to the Indemnifying PartyPerson’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party Person pursuant to Section 10.4.19.3.1. In addition, the Indemnifying Party shall will have the right (at its own expense) to defend the Indemnified Party Person against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party gives Person by giving written notice to the Indemnified Party Person within [**] days ten Business Days after the Indemnified Party Person has given written notice of the Third Party Claim that the Indemnifying Party shall intends to assume such defense and so long as (i) the Indemnifying Party undertakes to indemnify the Indemnified Party Person from and against the entirety of any and all Losses the Indemnified Party Person may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim subject to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2terms hereof, (bii) the Indemnifying Party provides the Indemnified Party Person with evidence reasonably acceptable to the Indemnified Party Person that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (ciii) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified PartyIndemnified Person, (div) the Indemnified Party Person has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party Person and the Indemnifying Party in connection with the defense of the Third Party Claim, and (ev) the Third Party Claim does not principally relate to or otherwise principally arise in connection with any Tax, criminal or regulatory enforcement Action or any patent, trademark or other intellectual property dispute, and (f) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligentlyAction. The Indemnified Party Person may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party Person that are incurred prior to the Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall Person will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party Person pursuant to Section 10.4.19.4.1. In addition, the Indemnifying Party shall Person will have the right to defend assume the defense of the Indemnified Party Person against the Third Party Claim with counsel of its choice reasonably satisfactory (taking into account the jurisdiction in which the claim is brought, the materiality of the claim and the experience levels and other qualifications of counsel available to defend such claim) to the Indemnified Party Person so long as (a) the Indemnifying Party Person gives written notice to the Indemnified Party Person within [**] fifteen days after the Indemnified Party Person has given written notice of the Third Party Claim that the Indemnifying Party shall Person will indemnify the Indemnified Party Person from and against the entirety of any and all Losses the Indemnified Party Person may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified PartyIndemnified Person, (dc) the Indemnified Party Person has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party Person and the Indemnifying Party Person in connection with the defense of the Third Party Claim, (ed) the Third Party Claim does not relate to or otherwise arise in connection with Taxes (provided, that with respect to Taxes, this Section 9.4.2 shall not affect the Sellers’ right to defend any claim of a Governmental Authority as permitted by Section 10.3.4(b)) or any criminal or regulatory enforcement Action or any patent, trademark or other intellectual property dispute, and (fe) the Indemnifying Party Person conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party Person may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall Person will pay the fees and expenses of separate co-counsel retained by the Indemnified Party Person that are incurred prior to the Indemnifying PartyPerson’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.111.6.1. In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within [**] fifteen days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, (d) the Indemnified Party has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (e) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action Action, (f) settlement of, an adverse judgment with respect to or any patentthe Indemnifying Party’s conduct of the defense of the Third Party Claim is not, trademark in the good faith judgment of the Indemnified Party, likely to be adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business) and (fg) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.1. In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within [**] fifteen (15) days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from arising out of, relating to, in the nature of, or caused by elects to defend the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunderClaim, (c) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, (d) the Indemnified Party has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (e) the Third Party Claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement Action or any patent, trademark or other intellectual property dispute, and (f) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnifying Party agrees to use commercially reasonable efforts as required by the Insureds under the R&W Policy, at the R&W Policy’s insurer’s sole cost, to provide such insurer with any information, assistance and cooperation reasonably requested in writing by such insurer in connection with a Third Party Claim relating to the R&W Policy. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. 1.1.1. The Indemnifying Party shall Party, at its sole cost and expense, will be entitled to participate in control the defense of any Third Party Claim that is the subject of written notice given by the Indemnified Party pursuant to Section 10.4.1. In addition, the Indemnifying Party shall and will have the right to defend the Indemnified Party against the Third Party Claim with by appointing reputable counsel of its choice reasonably satisfactory acceptable to the Indemnified Party, but only, in the case of Third Party Claims other than with respect to Taxes, so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within [**] fifteen days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall it will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily money only claims for monetary damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, (dc) the Indemnified Party has not been advised by counsel in good faith that an actual a conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (ed) the Third Party Claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement Action action, (e) settlement of, an adverse judgment with respect to or any patentthe Indemnifying Party’s conduct of the defense of the Third Party Claim is not, trademark in the good faith judgment of the Indemnified Party, likely to be adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business) and (f) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the reasonable fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the or on behalf of any Indemnified Party Person pursuant to Section 10.4.18.5(a). Upon request, the Indemnified Person will give the Indemnifying Party copies of complaints, pleadings, notices and material communications with respect to such Third Party Claim (subject to execution a customary form of non-disclosure agreement if such an agreement is not already in place). In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party Person against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party Person so long as (ai) the Indemnifying Party gives written notice that they or it will defend the Third Party Claim to the Indemnified Party Person within [**] fifteen (15) days after the Indemnified Party Person has given written notice of the Third Party Claim under Section 8.5(a) stating that the Indemnifying Party shall indemnify will, and thereby covenants to, indemnify, defend and hold harmless the Indemnified Party Person from and against the entirety of any and all Losses the Indemnified Party Person may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (bii) the Indemnifying Party provides the Indemnified Party Person with evidence reasonably acceptable to the Indemnified Party Person that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (ciii) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified PartyIndemnified Person, (div) the Indemnified Party Person has not been advised by counsel in good faith that an actual or potential conflict of interest exists between the Indemnified Party Person and the Indemnifying Party in connection with the defense of the Third Party ClaimClaim as a result of different defenses available to them, (ev) the Third Party Claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement Action Proceeding or any patentTax contests, trademark (vi) settlement of, an adverse judgment with respect to, or conduct of the defense of the Third Party Claim by the Indemnifying Party is not, in the good faith judgment of the Indemnified Person, reasonably likely to be materially adverse to the Indemnified Person’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business) and (fvii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party Person may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party Person that are incurred prior to the Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.111.3.1. In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within [**] fifteen days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, (d) the Indemnified Party has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (e) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action Action, (f) settlement of, an adverse judgment with respect to or any patentthe Indemnifying Party's conduct of the defense of the Third Party Claim is not, trademark in the good faith judgment of the Indemnified Party, likely to be adverse to the Indemnified Party's reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business) and (fg) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s 's assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the or on behalf of any Indemnified Party Person pursuant to Section 10.4.1Clause 4.4(a). In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party Person against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party Person so long as (ai) the Indemnifying Party gives written notice that they or it will defend the Third Party Claim to the Indemnified Party Person within [**] thirty (30) days after the Indemnified Party Person has given written notice of the Third Party Claim under Clause 4.4 (a) stating that the Indemnifying Party shall indemnify will, and thereby covenants to, indemnify, defend and hold harmless the Indemnified Party Person from and against the entirety of any and all Losses the Indemnified Party Person may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (bii) the Indemnifying Party provides the Indemnified Party Person with evidence reasonably acceptable to the Indemnified Party Person that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (ciii) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified PartyIndemnified Person, (div) the Indemnified Party Person has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party Person and the Indemnifying Party in connection with the defense of the Third Party Claim, (ev) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action action, (vi) settlement of, an adverse judgment with respect to, or any patentconduct of the defense of the Third Party Claim by the Indemnifying Party is not, trademark in the good faith judgment of the Indemnified Person, likely to be adverse to the Indemnified Person’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business) and (fvii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party Person may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party Person that are incurred prior to the Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.19.4(a). In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within [**] fifteen (15) days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, (d) the Indemnified Party has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (e) the Third Party Claim does not relate to or otherwise arise in connection with Taxes, Intellectual Property, or any criminal or regulatory enforcement Action Action, (f) settlement of, an adverse judgment with respect to or any patentthe Indemnifying Party’s conduct of the defense of the Third Party Claim is not, trademark in the good faith judgment of the Indemnified Party, likely to be adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business) and (fg) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that subject to the Indemnifying Party shall pay the fees terms and expenses conditions of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claimthis Section 9.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the or on behalf of any Indemnified Party Person pursuant to Section 10.4.110.04(a). In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party Person against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party Person so long as (ai) the Indemnifying Party gives written notice to the Indemnified Party Person within [**] fifteen (15) days after the Indemnified Party Person has given written notice of the Third Party Claim under Section 10.04(a) stating that the Indemnifying Party shall indemnify will, and thereby covenants to, indemnify, defend and hold harmless the Indemnified Party Person from and against the entirety (without regard to any limitation herein) of any and all Losses the Indemnified Party Person may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (bii) the Indemnifying Party provides the Indemnified Party Person with evidence reasonably acceptable to the Indemnified Party Person that the Indemnifying Party shall have adequate financial resourceshas and will have, or ready access to assuming the maximum potential exposure in the event of an adverse outcome, adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (ciii) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified PartyIndemnified Person, (div) the Indemnified Party Person has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party Person and the Indemnifying Party in connection with the defense of the Third Party Claim, (ev) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action or any patent, trademark or other intellectual property dispute, and (fvi) Buyer does not in good faith determine that the Indemnifying Party conducts the defense proceedings or outcome of the such Third Party Claim actively and diligentlycould adversely affect its reputation or the reputation of any of its brands. The Indemnified Party Person may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party Person that are incurred prior to the Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.18.4(a) . In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within [**] thirty (30) days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, (d) the Indemnified Party has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (e) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action action, (f) settlement of, an adverse judgment with respect to or any patentthe Indemnifying Party’s conduct of the defense of the Third Party Claim is not, trademark in the good faith judgment of the Indemnified Party, likely to be adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business) and (fg) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The If the Third Party Claim is being defended by the Indemnifying Party in accordance with the foregoing sentence, the Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.18.5.1. In addition, the Indemnifying Party shall will have the right to defend control the defense of the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Indemnifying Party so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within [**] thirty days after the Indemnified Party has given written received notice of the Third Party Claim that the Indemnifying Party shall indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from arising out offrom, relating to, in the nature of, or caused * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. by the Third Party Claim shall be considered indemnifiable Losses (it being understood that any indemnification claim for such Losses shall nevertheless be subject to which the Indemnified Party is entitled limitations in Section 8.1.2, to be indemnified under Section 10.1 or 10.2the extent applicable), (b) Buyer, in its good faith judgment, determines that the amount in controversy and other Losses reasonably expected to result from the Third Party Claim [*]; (c) the Indemnifying Party provides the Indemnified Party with reasonable evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party (which, where the Indemnifying Party is the Equityholders, shall mean the Equityholders) would reasonably be expected to have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunderClaim, (cd) the Third Party Claim involves primarily only money damages and does not seek material injunctive any injunction or other equitable relief against the indemnified Indemnified Party, (de) the Indemnified Party has not been advised by outside counsel in good faith that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (ef) the Third Party Claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement Action Action, (g) the Third Party Claim does not involve the ownership, scope or any patent, trademark validity of a Taligen Patent or other intellectual property disputeIntellectual Property material to the business at the time of such Third Party Claim, and (fh) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall pay the fees and expenses of a single separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party ClaimClaim shall be considered Losses for purposes of this Article 8.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party Person pursuant to Section 10.4.18.2(f)(i). In addition, upon written notice to the Indemnified Person assuming full responsibility for any Damages suffered or incurred by the Indemnified Person resulting from such Third Party Claim (subject to the limitations set forth in this Section 8.2), the Indemnifying Party shall will have the right to defend the Indemnified Party Person against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within [**] days after the Indemnified Party has given written notice of the Third Party Claim Person; provided that the Indemnifying Party shall indemnify not be entitled to assume or continue control of the Indemnified Party from and against the entirety defense of any and all Losses the Indemnified Party may suffer resulting from arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2, if (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (cA) the Third Party Claim involves primarily money damages and does not seek material injunctive is any criminal investigation or proceeding by a Governmental Authority, (B) the Third Party Claim seeks, as its primary prayer for relief, a permanent injunction or other material equitable relief against any Indemnified Person, (iii) solely in the indemnified case that APSLP is the Indemnifying Party, (d) the Indemnified Party has not been advised by counsel in good faith that an actual conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, individually or in the aggregate with any other claim that is subject to an applicable cap on liability set forth in Section 8.2(d)(iii), would, if adversely determined, reasonably be expected to result in Losses which exceed such applicable cap on liability set forth in Section 8.2(d)(iii), (eiv) the Third Party Claim does not relate would, if adversely determined, reasonably be expected to have a material adverse effect on the Indemnified Person’s business, financial condition, results of operations, properties, assets or otherwise arise in connection with any criminal liabilities or regulatory enforcement Action or any patentrelates to its employees, trademark customers, suppliers or other intellectual property dispute, and service providers or (fv) the Indemnifying Party conducts has failed or is failing to defend in good faith the defense Third Party Claim; provided further that in the case of Third Party Claims involving Taxes under the special circumstances described in clause (v) below in which such clause (v) shall govern. In the event the Indemnifying Party elects to defend the Third Party Claim actively and diligently. The in accordance with the foregoing, the Indemnified Party Person may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided. Notwithstanding the foregoing, however, that the Indemnifying Party shall pay will not consent to the fees and expenses entry of separate co-counsel retained any judgment or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Person unless such judgment, compromise or settlement (a) provides for the payment by the Indemnifying Party of money as sole relief for the claimant and (b) results in the full and general release of all Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of Persons from all liabilities arising or relating to, or in connection with, the Third Party Claim. For the avoidance of doubt, any amounts incurred in connection with the defense, settlement or other resolution of any Third Party Claims shall be deemed to be Losses for purposes of the limitations set forth in Section 8.2(d).

Assumption of Defense, etc. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Person within 30 days of receipt of notice of the Third Party Claim from the Indemnified Person, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by counsel reasonably acceptable to the Indemnified Person, and the Indemnified Person shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is any Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (i) is asserted directly by or on behalf of a Person that is a Top Supplier or Top Customer, (ii) seeks an injunction or other equitable relief against the Indemnified Person or any of its Affiliates, (iii) such Third Party Claim is for Losses which would reasonably be entitled expected to exceed one and one half times the amount for which the Indemnifying Party is obligated to indemnify the Indemnified Person hereunder, or (iv) such Third Party Claim relates to or otherwise arises in connection with any criminal enforcement Action. If the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(c), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Person. The Indemnified Person shall have the right to participate in the defense of any Third Party Claim that is with counsel selected by it subject to the subject Indemnifying Party’s right to control the defense thereof. The fees, disbursements and other costs of written notice given by such counsel shall be at the sole cost and expense of the Indemnified Party pursuant Person, provided, that if in the reasonable opinion of counsel to Section 10.4.1. In additionthe Indemnified Person there are legal defenses available to an Indemnified Person that are different from or additional to those available to the Indemnifying Party, the Indemnifying Party shall have be liable for the right to defend the Indemnified Party against the Third Party Claim with reasonable fees and expenses of counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) Person. If the Indemnifying Party gives written notice elects not to the Indemnified Party within [**] days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from arising out of, relating to, in the nature of, compromise or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily money damages and does not seek material injunctive or other equitable relief against the indemnified Party, (d) the Indemnified Party has not been advised by counsel in good faith that an actual conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the such Third Party Claim, (e) fails to notify the Third Party Claim does not relate Indemnified Person in writing of its election to defend as provided in this Agreement within such 30 day period, or otherwise arise in connection with any criminal or regulatory enforcement Action or any patent, trademark or other intellectual property dispute, and (f) the Indemnifying Party conducts fails to conduct the defense of the Third Party Claim actively diligently, the Indemnified Person may enter into any compromise or settlement with respect to such Third Party Claim, defend such Third Party Claim and diligently. The Indemnified Party may retain separate co counsel at its sole cost seek indemnification for any and expense and participate in the defense of the all Losses based upon, arising from or relating to such Third Party Claim; provided, however, that the Indemnifying Party shall pay the fees and expenses of separate co-counsel retained will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld, conditioned or delayed). The Indemnified Person and the Indemnifying Party that are incurred prior to Indemnifying Party’s assumption of control of shall cooperate with each other in all reasonable respects in connection with the defense of the any Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.16.4.1. In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within [**] twenty (20) calendar days after the Indemnified Party has given written notice of the Third Party Claim that subject to the limitations set forth herein, the Indemnifying Party shall will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, (d) the Indemnified Party has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (e) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action or any patent, trademark or other intellectual property dispute, and (f) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the or on behalf of any Indemnified Party Person pursuant to Section 10.4.19.04(a), subject to paragraph (f) below. In addition, the Indemnifying Party shall will have the right to defend assume control of the defense of the Indemnified Party Person against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party Person so long as (ai) the Indemnifying Party gives written notice that they or it will defend the Third Party Claim to the Indemnified Party Person within [**] fifteen (15) days after the Indemnified Party Person has given written notice of the Third Party Claim under Section 9.04(a) stating that the Indemnifying Party shall indemnify will, and thereby covenants to, indemnify, defend and hold harmless the Indemnified Party Person from and against the entirety of any and all Losses the Indemnified Party Person may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim (subject to which the Indemnified Party is entitled to be indemnified under any applicable monetary limitations specified in Section 10.1 9.01 or 10.29.02), (bii) the Indemnifying Party provides the Indemnified Party Person with evidence reasonably acceptable to the Indemnified Party Person that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (ciii) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified PartyIndemnified Person, (div) the Indemnified Party Person has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party Person and the Indemnifying Party in connection with the defense of the Third Party Claim, (ev) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action Action, (vi) settlement of, an adverse judgment with respect to, or any patentconduct of the defense of the Third Party Claim by the Indemnifying Party is not, trademark in the good faith judgment of the Indemnified Person, likely to be adverse to the Indemnified Person’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business) and (fvii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party Person may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall pay the fees and expenses of separate co-counsel retained by the Indemnified Party Person that are incurred prior to the Indemnifying Party’s assumption of control of the defense of the Third Party ClaimClaim will constitute Losses of the Indemnified Person for purposes of this Article IX.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written notice given by the Indemnified Party pursuant to Section 10.4.1. In addition, the Indemnifying Party shall and will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within [**] fifteen (15) days after the Indemnified Party has given receipt of written notice of the Third Party Claim claim pursuant to Section 10.4.1 that the Indemnifying Party shall it will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, (dc) the Indemnified Party has not been advised by counsel in good faith that an actual a conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (ed) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action action, (e) settlement of an adverse judgment with respect to, or any patentthe Indemnifying Party’s conduct of, trademark the defense of the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to be adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business) and (f) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to if the Indemnifying Party’s assumption of Party does not assume control of the defense of the Third Party ClaimClaim within the 15-day period described above in this Section 10.4.2.

Assumption of Defense, etc. The Indemnifying Party shall be entitled to participate in Upon receipt of the defense of any Third Party Claim that is the subject of written notice given by from the Indemnified Party pursuant to Person described in Section 10.4.1. In addition7.4.1, the Indemnifying Party shall Person will have the right to defend assume the defense of the Indemnified Party Person against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party Person so long as (ai) the Indemnifying Party gives written notice to the Indemnified Party within [**] days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2, (b) the Indemnifying Party Person provides the Indemnified Party Person with evidence reasonably acceptable to the Indemnified Party Person that the Indemnifying Party shall Person will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurancetaking into account for purposes of such determination the Shares and Earn-Out Shares owned or to be owned by virtue of being earned at the time of the indemnification claim) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, ; (cii) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Party, Indemnified Person; (diii) the Indemnified Person does not reasonably believe that such Third Party Claim could negatively impact the Indemnified Person’s business, relationships with customers, vendors or other third Persons or future business prospects; (iv) the Indemnified Person has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party Person and the Indemnifying Party Person in connection with the defense of the Third Party Claim, ; (ev) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action or any patentAction; (vi) in case of a Third Party Claim initiated against a Buyer Indemnified Person, trademark or such Third Party Claim does not involve potential Losses that, together with the potential Losses associated with all other intellectual property disputepending Claims, are in excess of one-hundred twenty-five percent (125%) of the outstanding amount held in the Escrow Fund; and (fvii) the Indemnifying Party Person conducts the defense of the Third Party Claim actively and diligentlydiligently (the foregoing conditions to such assumption of defense, collectively, the “Assumption Conditions”). The Indemnified Party Person may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall Person will pay the fees and expenses of separate co-counsel retained by the Indemnified Party Person that are incurred prior to the Indemnifying PartyPerson’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall be entitled to participate in In the defense event of any a Third Party Claim that is the subject of written notice given by the Indemnified Party pursuant to Section 10.4.1. In additionClaim, the Indemnifying Party shall have or the right to defend the Indemnified Representative (on behalf of each Seller Indemnifying Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) if such persons are the Indemnifying Party gives Parties), as applicable, if it so elects by written notice delivered to the Indemnified Party within [**] fifteen (15) days after receiving the Indemnified Party has given written Party's notice of the Third Party Claim that the Indemnifying Party shall indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party pursuant to Section 8.4(a), may suffer resulting from arising out of, relating to, in the nature of, or caused by the Third Party Claim elect to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily money damages and does not seek material injunctive or other equitable relief against the indemnified Party, (d) the Indemnified Party has not been advised by counsel in good faith that an actual conflict exists between the Indemnified Party and the Indemnifying Party in connection with assume the defense of the Third Party Claim; provided that the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties)as applicable, shall only be permitted to assume such defense so long as (ei) the such Third Party Claim involves only monetary damages and does not relate seek an injunction or other equitable relief (and does not involve criminal or quasi criminal allegations or a claim to which the Indemnified Party reasonably believes an adverse determination would be detrimental to or otherwise arise in connection with any criminal injure the Indemnified Party's reputation or regulatory enforcement Action or any patentfuture business prospects), trademark or other intellectual property dispute, and (fii) the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties), as applicable, provides an undertaking to the Indemnified Party accepting liability for such Third Party Claim and agrees to be responsible for all Damages arising thereunder, without regard to any limitations set forth in this Agreement and (iii) the Indemnifying Party or the Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties), as applicable, conducts the defense of the Third Party Claim actively and diligently. The Indemnified Indemnifying Party may retain separate co counsel at its sole cost and expense and participate in or the defense Representative (on behalf of each Seller Indemnifying Party if such persons are the Indemnifying Parties), as applicable, shall not compromise or settle such Third Party Claim; provided, however, Claim or consent to entry of any judgment in respect thereof that (A) provides for any relief other than the Indemnifying Party shall pay payment of monetary damages or that provides for the fees and expenses payment of separate co-counsel retained by monetary damages as to which the Indemnified Party that are incurred prior will not be indemnified in full pursuant to Indemnifying Party’s assumption of control Section 8.1 or 8.2, as applicable, (B) does not include a complete release of the defense Indemnified Party from all Liability with respect to such claim and all other claims arising out of the Third Party Claimsame or similar facts and circumstances, with prejudice, or (C) that imposes any liability or obligation on the Indemnified Party, without the prior written consent of the Indemnified Party.

Assumption of Defense, etc. The Indemnifying Party shall Person will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party Person pursuant to Section 10.4.19.4.1. In addition, the Indemnifying Party shall Person will have the right to defend assume the defense of the Indemnified Party Person against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party Person so long as (a) the Indemnifying Party Person gives written notice to the Indemnified Party Person within [**] fifteen days after the Indemnified Party Person has given written notice of the Third Party Claim that the Indemnifying Party shall Person will indemnify the Indemnified Party Person from and against the entirety of any and all Losses the Indemnified Party Person may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (b) the Indemnifying Party Person provides the Indemnified Party Person with evidence reasonably acceptable to the Indemnified Party Person that the Indemnifying Party shall Person will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified PartyIndemnified Person, (d) the Indemnified Party Person has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party Person and the Indemnifying Party Person in connection with the defense of the Third Party Claim, (e) the Third Party Claim does not relate to or otherwise arise in connection with Taxes (provided that with respect to Taxes, this Section 9.4.2 shall not affect Sellers’ right to defend any claim of a Governmental Authority as permitted by Section 10.3.3(b)) or any criminal or regulatory enforcement Action or any patent, trademark or other intellectual property dispute, and (f) the Indemnifying Party Person conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party Person may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall Person will pay the reasonable fees and expenses of one separate co-counsel retained by the Indemnified Party Person that are incurred prior to the Indemnifying PartyPerson’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim (including a claim for Taxes) that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.113.4.1. In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within [**] calendar days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2, Claim; (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, ; (dc) the Indemnified Party has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, ; (ed) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action Action; (e) settlement of an adverse judgment with respect to or any patentthe Indemnifying Party’s conduct of the defense of the Third Party Claim is not, trademark in the good faith judgment of the Indemnified [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Party, reasonably likely to be materially adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business); and (f) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.111. In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (ai) the Indemnifying Party gives written notice to the Indemnified Party within [**] fifteen (15) days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (ciii) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, (div) the Indemnified Party has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (ev) the Third Party Claim does not relate to or otherwise arise in connection with Taxes, Intellectual Property, or any criminal or regulatory enforcement Action Action, (vi) settlement of, an adverse judgment with respect to or any patentthe Indemnifying Party’s conduct of the defense of the Third Party Claim is not, trademark in the good faith judgment of the Indemnified Party, likely to be adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business) and (fviii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that subject to the Indemnifying Party shall pay the fees terms and expenses conditions of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claimthis Section 11.6.

Assumption of Defense, etc. The Indemnifying Party shall Person will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party Person pursuant to Section 10.4.15.4.1. In addition, the Indemnifying Party shall Person will have the right to defend assume the defense of the Indemnified Party Person against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party Person so long as (a) the Indemnifying Party Person gives written notice to the Indemnified Party Person within [**] fifteen days after the Indemnified Party Person has given written notice of the Third Party Claim that the Indemnifying Party shall Person will indemnify the Indemnified Party Person from and against the entirety of any and all Losses the Indemnified Party Person may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (b) the Indemnifying Party Person provides the Indemnified Party Person with evidence reasonably acceptable to the Indemnified Party Person that the Indemnifying Party shall Person will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified PartyIndemnified Person, (d) the Indemnified Party Person has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party Person and the Indemnifying Party Person in connection with the defense of the Third Party Claim, (e) the Third Party Claim does not relate to or otherwise arise in connection with Taxes (provided, that with respect to Taxes, this Section 5.4.2 shall not affect the Seller’s right to defend any claim of a Governmental Authority as permitted by Section 6.3(c)) or any criminal or regulatory enforcement Action or any patent, trademark or other intellectual property dispute, and (f) the Indemnifying Party Person conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party Person may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall Person will pay the fees and expenses of separate co-counsel retained by the Indemnified Party Person that are incurred prior to the Indemnifying PartyPerson’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party Indemnitee pursuant to Section 10.4.114.4(a). In addition, the Indemnifying Party shall will have the right to defend assume the Indemnified Party defense of the Indemnitee against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party Indemnitee so long as as: (ai) the Indemnifying Party gives written notice to the Indemnified Party Indemnitee within [**] 15 days after the Indemnified Party Indemnitee has given written notice of the Third Party Claim that the Indemnifying Party shall will indemnify the Indemnified Party Indemnitee from and against the entirety of any and all Losses the Indemnified Party Indemnitee may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (bii) the Indemnifying Party provides the Indemnified Party Indemnitee with evidence reasonably acceptable to the Indemnified Party Indemnitee that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and (subject to the limitations of Sections 14.1(b) and 14.2(b)) fulfill its indemnification obligations hereunder, (ciii) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified PartyIndemnitee, (div) the Indemnified Party Indemnitee has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party Indemnitee and the Indemnifying Party in connection with the defense of the Third Party Claim, (ev) the Third Party Claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement Action or any patent, trademark or other intellectual property dispute, and (fvi) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party Indemnitee may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the reasonable fees and expenses of separate co-counsel retained by the Indemnified Party Indemnitee that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim, except as provided in Section 14.4(d). In connection with any Third Party Claim, the Indemnitee will make available to the Indemnifying Party and counsel selected by the Indemnifying Party personnel, witnesses, books, and records relevant to such Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.110.7. In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim requesting indemnification, the Indemnifying Party gives written notice to the Indemnified Party within [**] days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, (d) the Indemnified Party has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (e) the Third Party Claim does not relate to or otherwise arise in connection with the validity, enforceability or infringement of Intellectual Property, or any criminal or regulatory enforcement Action or any patent, trademark or other intellectual property disputeAction, and (f) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that subject to the Indemnifying Party shall pay the fees terms and expenses conditions of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claimthis Section 10.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.1. In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within [**] fifteen days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim and which are subject to which the Indemnified Party is entitled indemnification pursuant to be indemnified under Section 10.1 or 10.2, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, (d) the Indemnified Party has not been advised by counsel in good faith that an actual conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (e) the Third Party Claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement Action Action, (f) settlement of, an adverse judgment with respect to or any patentthe Indemnifying Party's conduct of the defense of the Third Party Claim is not, trademark in the good faith judgment of the Indemnified Party, likely to be adverse to the Indemnified Party's reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business) and (fg) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s 's assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.18.4(a). In addition, the Indemnifying Party shall will have the right to defend assume the Indemnified Party against the defense of such Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (ai) the Indemnifying Party gives written notice to the Indemnified Party within [**] fifteen (15) days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer suffer, subject to the limitations contained in Section 8.1(b) or Section 8.2(b), resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2, Claim; (bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, ; (ciii) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, ; (div) the Indemnified Party has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, ; (ev) the Third Party Claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement Action action, suit or any patent, trademark or other intellectual property dispute, proceeding and (fvi) settlement of, an adverse judgment with respect to or the Indemnifying Party conducts Party’s conduct of the defense of the Third Party Claim actively and diligentlyis not, in the good faith judgment of the Indemnified Party, likely to be adverse to the Indemnified Party’s reputation or continuing business interests. The Indemnified Party may retain separate co counsel co‑counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel co‑counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the or on behalf of any Indemnified Party Person pursuant to Section 10.4.110.04(a). In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party Person against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party Person so long as (ai) the Indemnifying Party gives written notice that they or it will defend the Third Party Claim to the Indemnified Party Person within [**] fifteen (15) days after the Indemnified Party Person has given written notice of the Third Party Claim under Section 10.04(a) stating that the Indemnifying Party shall indemnify will, and thereby covenants to, subject to the limitations set forth in Section 10.01(b) and Section 10.02(b), as applicable, indemnify, defend and hold harmless the Indemnified Party Person from and against the entirety of any and all Losses the Indemnified Party Person may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (bii) the Indemnifying Party provides the Indemnified Party Person with evidence reasonably acceptable to the Indemnified Party Person that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (ciii) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified PartyIndemnified Person, (div) the Indemnified Party Person has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party Person and the Indemnifying Party in connection with the defense of the Third Party Claim, (ev) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action Action, (vi) settlement of, an adverse judgment with respect to, or any patentconduct of the defense of the Third Party Claim by the Indemnifying Party is not, trademark in the good faith judgment of the Indemnified Person, likely to be adverse to the Indemnified Person’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business) and (fvii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party Person may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party Person that are incurred prior to the Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.16.4.1. In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within [**] fifteen days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, (d) the Indemnified Party has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (e) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action Action, (f) settlement of, an adverse judgment with respect to the Indemnifying Party’s conduct of the defense of the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to be adverse to the Indemnified Party’s reputation or any patentcontinuing business interests (including its relationships with current or potential customers, trademark suppliers or other intellectual property dispute, parties material to the conduct of its business) and (fg) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that provided such participation shall not unduly interfere with the Indemnifying Party shall pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claimactivities and efforts.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the or on behalf of any Indemnified Party Person pursuant to Section 10.4.19.04(a). In addition, the Indemnifying Party shall will have the right to defend control the defense of the Indemnified Party Person against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party Person so long as (ai) the Indemnifying Party gives written notice that they or it will defend the Third Party Claim to the Indemnified Party Person within [**] fifteen (15) days after the Indemnified Party Person has given written notice of the Third Party Claim under Section 9.04(a) stating that the Indemnifying Party shall indemnify will, and thereby covenants to, indemnify, defend and hold harmless the Indemnified Party Person from and against the entirety of any and all Losses the Indemnified Party Person may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (bii) the Indemnifying Party provides the Indemnified Party Person with evidence reasonably acceptable to the Indemnified Party Person that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily money damages and does not seek material injunctive or other equitable relief against the indemnified Party, (diii) the Indemnified Party Person has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party Person and the Indemnifying Party in connection with the defense of the Third Party Claim, (eiv) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action Action, (v) settlement of, an adverse judgment with respect to, or any patentconduct of the defense of the Third Party Claim by the Indemnifying Party is not, trademark in the good faith judgment of the Indemnified Person, likely to be adverse to the Indemnified Person’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business) and (fvi) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party Person may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party Person that are incurred prior to the Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.18.4(a). In addition, the Indemnifying Party shall will have the right to defend assume the Indemnified Party against the defense of such Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (ai) the Indemnifying Party gives written notice to the Indemnified Party within [**] fifteen (15) days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2, Claim; (bii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, and, if requested by the Indemnified Party, the Indemnifying Party causes a letter of credit for the benefit of the Indemnified Party to be issued by a bank reasonably acceptable to the Indemnified Party in the aggregate maximum amount of such indemnification obligations (cwhich amount shall be determined by the Indemnified Party acting reasonably); (iii) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, ; (div) the Indemnified Party has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, ; (ev) the Third Party Claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement Action action, suit or any patent, trademark or other intellectual property dispute, proceeding and (fvi) settlement of, an adverse judgment with respect to or the Indemnifying Party conducts Party’s conduct of the defense of the Third Party Claim actively and diligentlyis not, in the good faith judgment of the Indemnified Party, likely to be adverse to the Indemnified Party’s reputation or continuing business interests. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the Indemnified Party pursuant to Section 10.4.1. In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within [**] fifteen days after the Indemnified Party has given written notice of the Third Party Claim that the Indemnifying Party shall will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall will have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (c) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified Indemnified Party, (d) the Indemnified Party has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (e) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action Action, (f) settlement of, an adverse judgment with respect to or any patentthe Indemnifying Party’s conduct of the defense of the Third Party Claim is not, trademark in the good faith judgment of the Indemnified Party, likely to be adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other intellectual property dispute, parties material to the conduct of its business) and (fg) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, however, that the Indemnifying Party shall will pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim.

Assumption of Defense, etc. The Indemnifying Party shall will be entitled to participate in the defense of any Third Party Claim that is the subject of written a notice given by the or on behalf of any Indemnified Party Person pursuant to Section 10.4.19.04(a). In addition, the Indemnifying Party shall will have the right to defend the Indemnified Party Person against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party Person so long as (ai) the Indemnifying Party gives written notice that they or it will defend the Third Party Claim to the Indemnified Party Person within [**] fifteen (15) days after the Indemnified Party Person has given written notice of the Third Party Claim under Section 9.04(a) stating that the Indemnifying Party shall indemnify will, and thereby covenants to, indemnify, defend and hold harmless the Indemnified Party Person from and against the entirety of any and all Losses the Indemnified Party Person may suffer resulting from or arising out of, relating to, in the nature of, or caused by the of such Third Party Claim to which the Indemnified Party is entitled to be indemnified under Section 10.1 or 10.2Claim, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have adequate financial resources, or ready access to adequate financial resources (which may, but need not, include defense costs from insurance) to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (cii) the Third Party Claim involves primarily only money damages and does not seek material injunctive an injunction or other equitable relief against the indemnified PartyIndemnified Person, (diii) the Indemnified Party Person has not been advised by counsel in good faith that an actual or potential conflict exists between the Indemnified Party Person and the Indemnifying Party in connection with the defense of the Third Party Claim, (eiv) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action Action, (v) the Third Party Claim does not give rise to, or any patentmay give rise to, trademark or other intellectual property disputeif the claims alleged in such Third Party Claim were proven, a claim noticed to (and covered by) the R&W Insurance Policy, after giving effect to the retention under such policy, and (fvi) the Indemnifying Party diligently conducts the defense of the Third Party Claim actively and diligentlyClaim. The Indemnified Party Person may retain separate co co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided. Notwithstanding anything contained herein to the contrary, howeverin the event of any conflict between the provisions of this Section 9.04 relating to the defense of a Third Party Claim for which the R&W Insurance Policy is or may be responsible for any payments with respect to such Third Party Claim and the provisions of the R&W Insurance Policy, that the provisions of the R&W Insurance Policy shall govern and control and the rights of the Indemnified Persons and the Indemnifying Party shall pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control Parties hereunder in respect of the defense of the such Third Party ClaimClaim are expressly subordinated to the provisions of the R&W Insurance Policy and the rights of the insurer thereunder relating to the defense of Third Party Claims.